Shaanxi Sirui New Material Co., Ltd
Appendix to the letter of intent for initial public offering and listing on the science and Innovation Board
catalogue
1. Issuance recommendation 2. Financial statements and audit reports 3. Relevant financial statements and review reports from the base date of the audit report to the signing date of the prospectus (1) financial statements and review reports (July September 2021) (2) financial statements and review reports (October December 2021) 4. Internal control assurance report 5. Non recurring profit and loss statement verified by certified public accountants 6 Legal opinion 7. Lawyer work report 8. Articles of Association (Draft) 9. Documents approved by the CSRC for the registration of this offering
Haitong Securities Company Limited(600837) about the initial public offering of shares and listing on the science and Innovation Board of Shaanxi Sirui new materials Co., Ltd
of
Issuance recommendation
Sponsor (lead underwriter)
(No. 689, Guangdong Road, Shanghai)
February, 2002
Statement
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the securities law of the people’s Republic of China (hereinafter referred to as the “Securities Law”) and the measures for the administration of securities issuance and listing recommendation business (hereinafter referred to as the “measures for the administration of recommendation”) The measures for the administration of the registration of the initial public offering of shares on the science and Innovation Board (for Trial Implementation) (hereinafter referred to as the “measures for the administration of registration”), the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”) and other relevant laws and administrative regulations, as well as the provisions of the China Securities Regulatory Commission (hereinafter referred to as the “CSRC”) and the Shanghai Stock Exchange, Be honest and trustworthy, be diligent and responsible, issue this issuance recommendation letter in strict accordance with the business rules, industry practice norms and ethical standards formulated according to law, and ensure the authenticity, accuracy and integrity of the documents issued.
catalogue
Declare that 1 catalog Section 1 basic information of this securities issuance three
1、 Name of the sponsor of this securities issuance three
2、 The recommendation representative designated by the recommendation institution and the practice of the recommendation business three
3、 Project Co sponsors and other project personnel designated by the sponsor three
4、 The issuer of this recommendation three
5、 The type of securities issued this time four
6、 The securities issuance plan four
7、 Description of whether the recommendation institution has any situation that may affect the fair performance of recommendation duties five
8、 The sponsor’s internal audit procedures and core opinions on this securities issuance and listing Section 2 commitments of the sponsor 9 Section III recommendation on this securities issuance ten
1、 The decision-making procedures for the performance of this securities issuance ten
2、 Description of the issuer’s compliance with the positioning of Kechuang board ten
3、 This securities issuance meets the issuance conditions stipulated in the securities law fourteen
4、 This securities issuance meets the issuance conditions stipulated in the registration administration measures fifteen
5、 Verification of the issuer’s private investment fund filing twenty
6、 Verification conclusion of the issuer’s operating conditions after the audit deadline twenty-one
7、 Main risks of the issuer twenty-one
8、 Market prospect analysis of the issuer thirty-three
9、 Verification of relevant behaviors such as paid employment of third-party institutions and individuals thirty-five
10、 The recommendation conclusion of the recommendation institution on the issuance and listing of Securities 36 special power of attorney of the sponsor representative for initial public offering and listing on the science and Innovation Board thirty-eight
Section 1 basic information of this securities issuance
1、 Name of sponsor for this securities issuance
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “the sponsor”) II. The sponsor’s designated sponsor representative and the practice of the sponsor’s business
The sponsor appointed Lin Wenting and Zhao Zhongtang as the sponsor representatives of Shaanxi Sri new materials Co., Ltd. for the initial public offering of shares and listing on the science and Innovation Board (hereinafter referred to as “the offering”).
Mr. Lin Wenting: sponsor representative of the project, Haitong Securities Company Limited(600837) vice president of investment banking department. In 2016, he began to engage in investment banking business, presided over or participated in Shandong Shengli Co.Ltd(000407) non-public offering project, Hailir Pesticides And Chemicals Group Co.Ltd(603639) IPO project, Qingdao azure Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. IPO project, etc. Mr. Zhao Zhongtang: sponsor representative of the project, Haitong Securities Company Limited(600837) senior vice president of investment banking department. He began to engage in investment banking business in 2011 and presided over or participated in Harbin Zhongfei New Technology Co.Ltd(300489) IPO project, Shanghai Carthane Co.Ltd(603037) IPO project, Shandong Huapeng Glass Co.Ltd(603021) non-public offering project, Hailir Pesticides And Chemicals Group Co.Ltd(603639) IPO project, Shenzhen Fluence Technology Plc(300647) IPO project, etc. 3、 Project Co sponsors and other project personnel designated by the sponsor
1. Practice of Project Co sponsors and their recommendation business
The sponsor designated Yu Qiang as the Project Co sponsor of this offering.
Yu Qiang: CO organizer of the project, Haitong Securities Company Limited(600837) manager of investment banking department. He began to engage in investment banking business in 2018 and participated in the IPO project and Keysino Separation Technology Inc(300899) IPO project of Bowden Electronic Machinery Co., Ltd. as a main member of the project team.
2. Other members of the project team
Other members of the project team of this offering: Hu Zhen, Chen Wentao, Ren Zhen, Chen Qiuyue IV. information of the issuer recommended this time
Shaanxi Sirui New Material Co., Ltd
English Name: Shaanxi Sirui Advanced Materials Co., Ltd
The registered capital is 360 million yuan
Legal representative: Wang Wenbin
Date of establishment of the company: July 11, 1995
Date of incorporation: December 30, 2015
Address: No. 12, zhangbaqi Road, high tech Zone, Xi’an, Shaanxi
Post code: 710077
Tel: 029-81138188
Fax: 029-81138188
Internet address http://www.sxsr.com.
Email: Sirui advanced- [email protected].
Department in charge of information disclosure and investor relations Xu Runsheng, head of information disclosure and investor relations of securities legal department
Tel: 029-81138188
5、 Type of securities issuance
A joint stock limited company makes an initial public offering and is listed on the science and innovation board.
6、 The securities issuance plan
Stock type: RMB ordinary shares (A shares)
Par value of RMB 1.00 per share
The number of shares issued shall not exceed 40.01 million, accounting for no less than 10% of the total share capital after issuance
Issue price: RMB [] yuan / share
Proposed [] participation of senior executives and employees of the issuer in strategic placement
The sponsor will arrange Haitong innovation Securities Investment Co., Ltd. to participate in the strategic placement of this offering, and the relevant subsidiaries of the sponsor will be implemented in accordance with the relevant provisions of the exchange. The recommendation institution and its relevant subsidiaries will further clarify the specific plan for participating in the strategic placement of this offering according to the requirements of the company to participate in the strategic placement, and submit relevant documents to the exchange according to the regulations.
[] times (the issue price is divided by the earnings per share, which is calculated by dividing the audited net profit attributable to the shareholders of the parent company before and after deducting the P / E ratio and non recurring profits and losses in [] year by the total share capital after issuance)
Predicted net profit and no income after issuance (if any) net assets per share before issuance [] yuan (calculated by dividing the audited owner’s equity attributable to the parent company by the total share capital before this issuance)
Net asset per share after issuance is [] yuan / share (attributable to the owner of the parent company according to the audited results on [] mm / DD / yyyy)
The sum of equity plus the net amount of funds raised in this offering divided by the total share capital after this offering)
Issuance price to book ratio [] times (calculated by dividing the issuance price by the net assets per share after issuance)
This offering is conducted by means of directional placement to strategic investors, offline inquiry and issuance to qualified investors, and online pricing issuance to social public investors holding non restricted A-Shares and non restricted depositary receipts in Shanghai market
Qualified strategic investors, inquiry objects and domestic natural persons, legal persons and other investors in the science and innovation board market who have opened the stock account of Shanghai Stock Exchange and opened the science and Innovation Board trading, except those prohibited by laws, regulations and the business rules of Shanghai Stock Exchange
Underwriting method: balance underwriting
Total amount: [] yuan
Including: recommendation and underwriting expenses: [] 10000 yuan
Issuance expenses (excluding value-added audit and capital verification expenses): [] 10000 yuan
(tax) estimated lawyer fee: [] 10000 yuan
Appraisal cost: [] 10000 yuan
Roadshow promotion fee, information disclosure fee, issuance fee and others: [] 10000 yuan
7、 Explanation on whether the recommendation institution has any circumstances that may affect the fair performance of recommendation duties
1. In accordance with the relevant provisions of the exchange, the sponsor will arrange relevant subsidiaries to participate in the strategic placement of the issuer. In addition to the above circumstances, the sponsor or its controlling shareholders, actual controllers and important related parties do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties;
2. The issuer or its controlling shareholders, actual controllers and important related parties do not hold the shares of the recommendation institution or its controlling shareholders, actual controllers and important related parties;
3. The sponsor representative and his / her spouse, directors, supervisors and senior managers of the recommendation institution do not hold shares of the issuer or its controlling shareholders, actual controllers and important related parties, or hold positions in the issuer or its controlling shareholders, actual controllers and important related parties;
4. On August 22, 2014, Haitong Hengxin International Financial Leasing Co., Ltd., a subsidiary controlled by the sponsor, signed a financing leaseback contract with the issuer, with an amount of 2.9572 million yuan and a term of 36 months; On October 24, 2018, Haitong Hengxin International Leasing Co., Ltd., a subsidiary controlled by the sponsor, signed a financing leaseback contract with the issuer, with an amount of 1.235 million yuan and a term of 24 months. As of the signing date of this issuance recommendation letter, it has expired and there is no new business.
Except for the above circumstances, the controlling shareholders, actual controllers and important related parties of the recommendation institution do not provide guarantees or financing to each other with the controlling shareholders, actual controllers and important related parties of the issuer;
5. There is no other related relationship between the recommendation institution and the issuer. 8、 Internal audit procedures and core opinions of the recommendation institution on the issuance and listing of securities (I) internal audit procedures
Haitong Securities Company Limited(600837) the internal audit of this issuance project has gone through three stages: project approval review, application review and core.
1. Project review
The sponsor will review the recommended project by means of the project initiation Review Committee (hereinafter referred to as the “project initiation Review Committee”), and the members of the review committee will vote on the project according to their independent judgment to decide whether the project is approved or not. The specific procedures are as follows:
(1) Any securities issuance business project proposed to be recommended by Haitong Securities Company Limited(600837) as a recommendation institution to the CSRC and Shanghai Stock Exchange shall be approved in accordance with the implementation rules for the evaluation of Haitong Securities Company Limited(600837) recommendation projects.
(2) The project team is responsible for preparing the project initiation application documents, which shall be submitted to the quality control department after being approved by the project leader and the leader in charge; The quality control department shall review and issue audit opinions and submit them to the project review meeting for deliberation; The project shall be approved after being deliberated and approved at the project review meeting.
(3) For projects approved for approval, a complete project team shall be established to carry out due diligence and document production, and establish and improve the working paper of due diligence.
2. Application review
The investment banking business department reviews the recommended projects in the form of the application and Review Committee for recommended projects (hereinafter referred to as the “application and review committee”), and the members of the review committee vote on the projects according to their independent judgment and decide whether to submit the projects
